HomeMy Public PortalAbout2015 Professional Services Agreement.tifPROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
SCHWARTZ MEDIA STRATEGIES
AGREEMENT (this "Agreement") is made effective as of the ,/rj 7day of
, 2015 (the "Effective Dale"), by and between the VILLAGE OF KEY
B AYNE, FLORIDA, a Florida municipal corporation (hereinafter the "Village"), and
S HWARTZ MEDIA STRATEGIES, INC., Florida Profit Corporation (hereinafter the
"Consultant").
WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a
scope of services and fee for strategic media relations, message development, media training,
creation of media and press materials, crisis communications and issues management,
community relations support and ongoing marketing counsel services for the Village (the
"Project"); and
WHEREAS, the Village desires to engage the Consultant to perform the services and
provide the deliverables as specified below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Consultant and the Village agree as follows:
Scope of Services.
I .I . The Consultant shall furnish such professional services and provide
deliverables (the "Services") as described in the Scope of Work or Work
Authorization attached hereto and made a part hereof as Exhibit "A."
2. Term/Commencement Dale.
2.1 This Agreement shall become effective upon the Effective Date and shall
remain in effect for three (3) months, unless earlier terminated in
accordance with Paragraph 8. The Village Manager shall have the
authority to extend this Agreement upon an affirmative motion of the
Village Council.
2.2 Consultant agrees that time is of the essence and Consultant shall
complete the Services within a reasonable time frame, unless extended by
the Village Manager.
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3. Compensation and Payment.
3.1 Compensation for Services provided by Consultant shall be in accordance
with the compensation or fee schedule set forth in the attached Exhibit "A."
3.2 Consultant shall deliver an invoice to Village no more often than once per
month detailing Services completed and the amount due to Consultant under
this Agreement. Fees shall be paid in arrears each month, pursuant to
Consultant's invoice, which shall be based upon the percentage of work
completed for each task invoiced. The Village shall pay the Consultant in
accordance with the Florida Prompt Payment Act after approval and
acceptance of the Services by the Village Manager.
4. Subeonsultants.
4.1 The Consultant shall be responsible for all payments to any subconsultants
and shall maintain responsibility for all work related to the Project.
4.2 Consultant may only utilize the services of a particular subconsultant with
the prior written approval of the Village Manager, which approval may be
granted or withheld in Village Manager's reasonable discretion.
5. Village's Responsibilities
5.1 Village shall make available any maps, plans, existing studies, reports and
other data pertinent to the Services and in possession of the Village.
5.2 Upon Consultant's request, Village shall reasonably cooperate in
arranging for access to any real property as required for Consultant to
perform the Services.
6. Consultant's Responsibilities
6.1 The Consultant shall exercise the same degree of care, skill and diligence
in the performance of the Services for the Project as is ordinarily provided
by a consultant under similar circumstances. If at any time during the
term of this Agreement or within two (2) years from the completion of the
Project, it is determined that the Consultant's deliverables or services are
incorrect, not properly rendered, defective, or fail to conform to the
Services for the Project, upon written notification from the Village
Manager, the Consultant shall at Consultant's sole expense, immediately
correct its deliverables or Services.
6.2 The Consultant hereby warrants and represents that at all times during the
term of this Agreement it shall maintain in good standing all required
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licenses, certifications and permits required under Federal, State and Inc'al
laws applicable to and necessary to perform the Services for Village as an
independent contractor of the Village.
7. Conflict of Interest.
7.1 To avoid any conflict of interest or any appearance thereof, Consultant
shall not, for the term of this Agreement, provide any consulting services
to any private sector entities (developers, corporations, real estate
investors, etc.), with any adversarial issues in the Village. For the
purposes of this section "adversarial" shall mean any development
application where staff is recommending denial or denied an application,
or an administrative appeal or court action wherein the Village is a party.
8. Termination.
8.1 The Village Manager, without cause, may terminate this Agreement upon
, y,Sj'oalendar days written notice to the Consultant, or immediately
with cause.
8.2 Upon receipt of the Village's written notice of termination, Consultant
shall immediately stop work on the Project unless directed otherwise by
the Village Manager.
8.3 In the event of termination by the Village, the Consultant shall be paid for
all work accepted by the Village Manager up to the date of termination,
provided that the Consultant has first complied with the provisions of
Paragraph 8.4.
8.4 The Consultant shall transfer all books, records, reports, working drafts,
documents, maps, and data pertaining to the Services and the Project to the
Village, in a hard copy and electronic format within fourteen (14) days
from the date of the written notice of termination or the date of expiration
of this Agreement.
9. Insurance.
9.1 Consultant shall secure and maintain throughout the duration of this
Agreement insurance of such types and in such amounts not less than
those specified below as satisfactory to Village. naming the Village as an
Additional Insured. underwritten by a firm rated A -X or better by A.M.
Best and qualified to do business in the State of Florida. The insurance
coverage shall be primary insurance with respect to the Village, its
officials, employees, agents and volunteers naming the Village as
additional insured. Any insurance maintained by the Village shall be in
excess of the Consultant's insurance and shall not contribute to the
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Consultant's insurance. The insurance coverages shall include at a
minimum the amounts set forth in this Section 9 and may be increased by
the Village as it deems necessary or prudent.
9.2 Commercial General Liability coverage with limits of liability of not less
than a S1,000,000 per Occurrence combined single limit for Bodily Injury
and Property Damage. This Liability Insurance shall also include Completed
Operation and Product Liability coverages and eliminate the exclusion with
respect to property under the care, custody and control of Consultant. The
General Aggregate Liability limit and the Products/Completed Operations
Liability Aggregate limit shall be in the amount of $2,000,000 each.
9.3 Workers Compensation and Employer's Liability insurance, to apply for
all employees for statutory limits as required by applicable State and
Federal laws. The policy(ies) must include Employer's Liability with
minimum limits of $1,000,000.00 each accident. No employee,
subcontractor or agent of the Consultant shall be allowed to provide
Services pursuant to this Agreement who is not covered by Worker's
Compensation insurance.
9.4 Business Automobile Liability with minimum limits of 51,000,000 per
Occurrence, combined single limit for Bodily Injury and Property
Damage. Coverage must be afforded on a form no more restrictive than
the latest edition of the Business Automobile Liability policy, without
restrictive endorsements, as filed by the Insurance Service Office, and
must include Owned, Hired, and Non -Owned Vehicles.
9.5 Professional Liability Insurance in an amount of not less than One Million
Dollars ($1,000,000.00) peroccurrence, single limit.
9.6 Certificate of Insurance. Certificates of Insurance shall be provided to
the Village, reflecting the Village as an Additional Insured (except with
respect to Professional Liability Insurance), no later than ten (10) days
after award of this Agreement and prior to the execution of this Agreement
by Village and prior to commencing any Services. Each certificate shall
include no less than (30) thirty -day advance written notice to Village prior
to cancellation, termination, or material alteration of said policies or
insurance. The Consultant shall be responsible for assuring that the
insurance certificates required by this Section remain in full force and
effect for the duration of this Agreement, including any extensions or
renewals that may be granted by the Village. The Certificates of Insurance
shall not only name the types of policy(ies) provided, but also shall refer
specifically to this Agreement and shall state that such insurance is as
required by this Agreement. The Village reserves the right to inspect and
return a certified copy of such policies, upon written request by the
Village. If a policy is duc to expire prior to the completion of the
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Services, renewal Certificates of Insurance shall be furnished thirty (30)
calendar days prior to the date of their policy expiration. Each policy
certificate shall be endorsed with a provision that not less than thirty (30)
calendar days' written notice shall be provided to the Village before any
policy or coverage is cancelled or restricted. Acceptance of the
Certificate(s) is subject to approval of the Village.
9.7 Additional Insured. Except with respect to Professional Liability
Insurance, the Village is to be specifically included as an Additional
Insured for the liability of the Village resulting from Services performed
by or on behalf of the Consultant in performance of this Agreement. The
Consultant's insurance, including that applicable to the Village as an
Additional Insured, shall apply on a primary basis and any other insurance
maintained by the Village shall be in excess of and shall not contribute to
the Consultant's insurance. The Consultant's insurance shall contain a
severability of interest provision providing that, except with respect to the
total limits of liability, the insurance shall apply to each Insured or
Additional Insured (for applicable policies) in the same manner as if
separate policies had been issued to each.
9.8 Deductibles. All deductibles or self -insured retentions must be declared
to and be reasonably approved by the Village. The Consultant shall be
responsible for the payment of any deductible or self -insured retentions in
the event of any claim.
9.9 The provisions of this section shall survive termination of this Agreement.
10. Nondiscrimination.
10.1 During the term of this Agreement, Consultant shall not discriminate
against any of its employees or applicants for employment because of their
race, color, religion, sex, or national origin, and to abide by all Federal and
State laws regarding nondiscrimination
11. Attornevs Fees and Waiver of Jury Trial.
In the event of any litigation arising out of this Agreement, the prevailing
party shall be entitled to recover its attorneys' fees and costs, including the
fees and expenses of any paralegals, law clerks and legal assistants, and
including fees and expenses charged for representation at both the trial and
appellate levels.
11.2 In the event of any litigation arising out of this Agreement, each party
hereby knowingly, irrevocably, voluntarily and intentionally waives its
right to trial by jury.
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12. Indemnification.
12.1 Consultant shall indemnify and hold harmless the Village, its officers,
agents and employees, from and against any and all demands, claims,
losses, suits, liabilities, causes of action, judgment or damages, arising
from Consultant's performance or non-performance of any provision of
this Agreement, including, but not limited to, liabilities arising from
contracts between the Consultant and third parties made pursuant to this
Agreement. Consultant shall reimburse the Village for all its expenses
including reasonable attorneys' fees and costs incurred in and about the
defense of any such claim or investigation and for any judgment or
damages arising from Consultant's performance or non-performance of
this Agreement.
12.2 The provisions of this section shall survive termination of this Agreement.
13. Notices/Authorized Representatives.
13.1 Any notices required by this Agreement shall be in writing and shall be
deemed to have been properly given if transmitted by hand -delivery, by
registered or certified mail with postage prepaid return receipt requested,
or by a private postal service, addressed to the parties (or their successors)
at the following addresses:
For the Village: John C. Gilbert
Village Manager
Village of Key Biscayne
88 West McIntyre Street
Key Biscayne, FL 33149
With a copy to: Stephen J. Helfman, Esq.
Village Attorney
Weiss Scrota Helfnan Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Blvd., Suite 700
Coral Gables, Florida 33134
For The Consultant:
Tadd Schwartz
Schwartz Media Strategies, Inc.
1101 Brickell Avenue
Suite 1402-N
Miami. F133131
14. Governing Law.
14.1 This Agreement shall be construed in accordance with and govemed by
the laws of the State of Florida. Venue for any litigation arising out of this
Agreement shall be proper exclusively in Miami -Dade County, Florida.
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15. Entire Movement/Modification/Amendment.
15.1 This writing contains the entire Agreement of the parties and supercedes
any prior oral or written representations. No representations were made or
relied upon by either party, other than those that are expressly set forth
herein.
15.2 No agent, employee, or other representative of either party is empowered
to modify or amend the terms of this Agreement, unless executed with the
same formality as this document.
153 Consultant represents that is an entity validly existing and in good
standing under the laws of Florida. The execution, delivery and
performance of this Agreement by Consultant have been duly authorized,
and this Agreement is binding on Consultant and enforceable against
Consultant in accordance with its terms. No consent of any other person
or entity to such execution, delivery and performance is required.
16. Ownership and Access to Records and Audits.
16.1 Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports and all
similar or related information (whether patentable or not) which relate to
Services to the Village which are conceived, developed or made by
Consultant during the term of this Agreement ("Work Product") belong to
the Village. Consultant shall promptly disclose such Work Product to the
Village and perform all actions reasonably requested by the Village
(whether during or after the term of this Agreement) to establish and
confirm such ownership (including, without limitation, assignments,
powers of attorney and other instruments).
16.2 All records, books, documents, maps, data, deliverables, papers and
financial information (the "Records") that result from the Consultant
providing the Services to the Village under this Agreement shall be the
property of the Village.
163 The Village Manager or his designee shall, during the term of this
Agreement and for a period of three (3) years from the date of termination
of this Agreement, have access to and the right to examine and audit any
Records of the Consultant involving transactions related to this
Agreement. In addition. the Consultant agrees to comply specifically with
the provisions of Section 119.0701, Florida Statutes.
16.4 The Village may cancel and terminate this Agreement immediately for
refusal by the Consultant to allow access by the Village Manager or his
designee to any Records pertaining to work performed under this
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Agreement that are subject to the provisions of Chapter 119, Florida
Statutes.
17. Nonassittnabrility.
17.1 This Agreement shall not be assignable by Consultant unless such
assignment is first approved by the Village Manager. The Village is
relying upon the apparent qualifications and expertise of the Consultant,
and such firm's familiarity with the Village's area, circumstances and
desires.
18. Severability.
18.1 If any term or provision of this Agreement shall to any extent be held
invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby, and each remaining term and provision of this
Agreement shall be valid and be enforceable to the fullest extent permitted
by law.
19. Independent Contractor.
19.1 The Consultant and its employees, volunteers and agents shall be and
remain an independent contractor and not an agent or employee of the
Village with respect to all of the acts and services performed by and under
the terms of this Agreement. This Agreement shall not in any way be
construed to create a partnership, association or any other kind of joint
undertaking, enterprise or venture between the parties.
20. Compliance with Laws.
20.1 The Consultant shall comply with all applicable laws, ordinances, rules,
regulations, and lawful orders of public authorities in carrying out
Services under this Agreement, and in particular shall obtain all required
permits from all jurisdictional agencies to perform the Services under this
Agreement.
21. Waiver
21.1 The failure of either party to this Agreement to object to or to take
affirmative action with respect to any conduct of the other which is in
violation of the terms of this Agreement shall not be construed as a waiver
of the violation or breach, or of any future violation, breach or wrongful
conduct.
22. Survival of Provisions
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22.1 Any terms or conditions of either this Agreement that require acts beyond
the date of the term of the Agreement, shall survive termination of the
Agreement, shall remain in fill force and effect unless and until the terms
or conditions are completed and shall be fully enforceable by either party.
23. Prohibition of Contingency Fees.
23.1
The Consultant warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for the
Consultant, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person(s), company, corporation, individual or firm,
other than a bona fide employee working solely for the Consultant, any
fee, commission, percentage, gift, or any other consideration, contingent
upon or resulting from the award or making of this Agreement.
24. Public Entity Crimes Affidavit
24.1 Consultant shall comply with Section 287.133, Florida Statutes (Public
Entity Crimes Statute), notification of which is hereby incorporated herein
by reference, including execution of any required affidavit.
25. Counterparts
25.1 This Agreement may be executed in several counterparts, each of which
shall be deemed an original and such counterparts shall constitute one and
the same instrument.
[Remainder of page intentionally left blank]
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By:
Name: 441zoN GOIt1bn
Title: j't2'NCI PAL
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
written below their signatures.
CONSULTANT:
SCHWARTZ MEDIA STRATEGIES,
INC., Florida Profit Corporation
L
Date Executed: 4-13 -
10
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and date first above written.
Att
Alvarez, Village Clerk,
Approved as to Form and Legal Sufficiency:
Village Attorney
II
VILLAGE:
VILLAGE OF KEY BISCAYNE, a
Florida municipal corporation
EXHIBIT "A"
(ATTACH SCOPE OF SERVICES/WORK AUTHORIZATION)
Exhibit "A"
Schwartz
MEDIA STRATEGIES
PR > bl:)rke
\larch 23. _015
John C. (filbert
\'i1lageol'Key Rjsea%ne
Village l fall. Suite_ 10
SS West \Iclnt%re Street
Key Biscuync. hI. 331-h)
Dear John.
We are pleased to he working with the Village of Key Risctty rte thereinafter "Key Biscayne-) as
%%e help manage sensitive issues confronting the Village and further enhance its brand. This
contract t" 1.cOer of Agreement-) outlines the terms under %%hick Selman, \ledia Strategies
thereinafter "S‘IS-) agrees to serve as public relations counselor to Key Biscayne for a three-
month tens effective April I.2(115. with the abilit% to extend the term on a quarterly basis
thereafter.
1. Monthly Ices for professional services %mill he pilled at SS.0(Ii) per month. effective April
1. _21)15.
2. Key Biscayne and S\IS %%ill meet near the culmination of the initial three month term to
discuss continuing the campaign on an ongoing basis.
3.
Ser%ices pro% ided under the monthly tee agreement shall include: strategic media
relations. message development. media training. creation of media and press materials.
crisis communications and issues management. community relations suppon and ongoing
marketing counsel.
4. .\dditional projects or assignments not outlined in section 1 t -additional projects") %sill
he killed user and :home the monthly fees on a per -project basis. subject to Key
Biscayne's prior mitten approsal. Such projects include the design and development of
marketing materials (collateral pieces. I I I \II. email s. nes%..letter,. direct mail projects.
etc.). long -an -mat cop)s%riting projects tohitc papers. oeh,ite cop). brochures).
advertising projects. management of social media initiati%es. graphic design. event
planning. etc. Monthly out-of-pocket expenses in excess of 52110 oust he approved by
Key Biscayne in ad%ance.
5. In addition to the abo%e stated fees. S\IS %sill hill limy travel outside Miami -Dade County.
%%here applicable and at the request of Key Biscayne, \ IS sill also invoice Key
Iiiscayne for the creation and production of semi-annual media and marketing summary
booklets. these expenses are hillcd separately. and receipts till he provided upon
request.
6. The invoices for monthly fees. project fees. and all out-of-pocket expenses will he
rendered by the first day of each month and shall he payable on or before +0 day's of
� '•I • 41,711.1. 11v..1.1.1'. Sup a I1-; •� •••• �w :4:tr. • •
invoice date. A 10 percent interest fee will apply to balances not paid 45 days after the
date they were first invoiced. Work may be terminated or suspended on written notice
given if any balance is more than 60 days old.
7. Without the prior written consent of Key Biscayne, SMS agrees not to disclose any
Confidential Information. For purposes of this Agreement, **Confidential Information"
means (1) all oral information communicated to SMS by Key Biscayne and subsequently
reduced to a writing identified as Confidential or Proprietary; and (ii) all written or
computer -generated information supplied by Key Biscayne and identified by Key
Biscayne as confidential or proprietary. Confidential Information shall not include any
information that (a) is or becomes generally available to the public, other than as a result
of a disclosure by SMS; (b) becomes available to SMS on a non -confidential basis and
not in contravention of applicable law from a source (other than Key Biscayne) that is not
bound by a confidential relationship with Key Biscayne or by a confidentiality or other
similar agreement; or (c) was known to SMS on a non -confidential basis and not in
contravention of applicable law or a confidentiality or other similar agreement before its
disclosure to SMS by Key Biscayne.
8. This Agreement contains a complete statement of all terms of the agreement between the
parties, supersedes all previous agreements. and cannot be changed or modified, except
by written agreement signed by both parties.
9. This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida.
We look forward to a long and successful partnership with the Village of Key Biscayne. Please
sign a copy of this Agreement and return it to Schwartz Media Strategies. 1 101 Brickell Ave.,
Suite 1402 -North, Miami. FL 33131 at your earliest convenience.
Sincerely,
Tadd Schwartz
Agreed to by:
Name:
Date:
n C. Merl for
N
Key Biscayne
/-
1101 Brickell Avenue 1 1 Suite 1402 North rower 1 1 Mioml, Ft 33131 1 1 305858-3935